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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
United Community Financial Corp.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common shares, without par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
909839 10 2
- --------------------------------------------------------------------------------
(CUSIP Number)
December 31, 1998
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 909839 10 2 13G
- ----------------------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
United Community Financial Corp. Employee Stock Ownership Plan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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5 SOLE VOTING POWER
-0-
NUMBER OF -----------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY EACH
REPORTING PERSON -----------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,677,250
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,677,250
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0%
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12 TYPE OF REPORTING PERSON*
EP
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Item 1(a). Name of Issuer:
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United Community Financial Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
- ---------
275 Federal Plaza West
Youngstown, OH 44503-1203
Item 2(a). Name of Persons Filing:
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United Community Financial Corp. Employee Stock Ownership Plan
Item 2(b). Address of Principal Business Office or, if none, Residence:
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275 Federal Plaza West
Youngstown, OH 44503-1203
Item 2(c). Citizenship:
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Ohio
Item 2(d). Title and Class of Securities:
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Common shares, without par value
Item 2(e). CUSIP Number:
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909839 10 2
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
- ------ 13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15
of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e) [ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E).
(f) [x] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with Section 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 13(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [x] A group, in accordance with Section
240.13d-1(b)(1)(ii)(J).
Item 4. Ownership:
- ------
(a) Amount Beneficially Owned:
2,677,250
(b) Percent of Class:
8.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
-0-
(ii) shared power to vote or to direct the vote:
-0-
(iii) sole power to dispose or to direct the
disposition of:
-0-
(iv) shared power to dispose or to direct the
disposition of:
2,677,250
Item 5. Ownership of Five Percent or Less of a Class:
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Inapplicable
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person:
Inapplicable
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Item 7. Identification and Classification of the Subsidiary Which
- ------ Acquired the Security Being Reported on by the Parent
Holding Company:
Inapplicable
Item 8. Identification and Classification of Members of the Group:
- ------
This Schedule 13G is being filed on behalf of the United
Community Financial Corp. Employee Stock Ownership Plan (the
"ESOP") identified on Item 2(a) by the Benefits Committee
filing under the Item 3(f) and 3(j) classification. Exhibit A
contains a disclosure of the voting and dispositive power over
shares of the Issuers held directly by these entities
exclusive of those shares held by the ESOP as well as
identification of members of the group.
Item 9. Notice of Dissolution of Group:
- ------
Inapplicable
Item 10. Certification:
- -------
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
Signature:
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
/s/ DOUGLAS M. MCKAY 2/12/99
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Douglas M. McKay, as Benefits Date
Committee Member
/s/ PATRICK A. KELLY 2/12/99
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Patrick A. Kelly, as Benefits Date
Committee Member
/s/ PAMELA KLOSS 2/12/99
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Pamela Kloss, as Benefits Committee Date
Member
/s/ RICHARD L. SHAFER 2/12/99
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Richard L. Shafer, as Benefits Committee Date
Member
/s/ DONALD J. VARNER 2/12/99
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Donald J. Varner, as Benefits Committee Date
Member
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EXHIBIT A
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IDENTIFICATION OF MEMBERS OF GROUP
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Shares of common stock of the Issuer are held in trust for the benefit
of participating employees by the ESOP Trustee. At December 31, 1998, no shares
had been allocated under the ESOP. Stock held by the Trust, but not yet
allocated, are voted by the Benefits Committee. Investment direction is
exercised by the ESOP Trustees as directed by the Benefits Committee.
Members of the Benefits Committee and their beneficial ownership of
shares of common stock of the Issuer exclusive of membership on the Benefits
Committee, and of shares beneficially owned as Participants in the ESOP are as
follows:
BENEFICIAL OWNERSHIP
NAME BENEFICIAL OWNERSHIP (1) AS ESOP PARTICIPANT
- ---- ------------------------ -------------------
Douglas M. McKay 112,264 0
Patrick A. Kelly 53,818 0
Pamela Kloss 14,853 0
Richard L. Shafer 2,125 0
Donald J. Varner 45,495 0
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(1) Beneficial ownership as of December 31, 1998. Includes shares of common
stock of Issuer owned in conjunction with family members. The members of
the Benefits Committee disclaim ownership of these shares in conjunction
with the exercise of their fiduciary duties as members of the Benefits
Committee.
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